LEXPERT MAGAZINE
|
JULY/AUGUST 2017 11
LEXPERT: Why did you need to consolidate
two of Canada's largest cancer charities?
Robert Lawrie (Chair, CCS): Machiavelli
first said, "Never waste the opportunity of-
fered by a good crisis." Winston Churchill,
and, later, President Obama's Chief of Staff
Rahm Emanuel popularized it. e Ca-
nadian Cancer Society used it as mantra.
CCS needed to become more efficient. and
change the structure of our board of direc-
tors from a representative to a skills-based
model. We needed to find new leadership,
but appropriately, leadership had to start at
the board. And to change the board struc-
ture away from the representative model,
we needed to convince the membership.
Marc Généreux (McMillan LLP, for CCS):
When I started as volunteer on the revenue
development committee of the Québec di-
vision in 1996, there were about 176 chari-
ties of different scales registered in Canada
dealing with cancer. When my term ended
as past Chair of the national board, there
were about 300 charities. Cancer touches
everyone and many people want to fight.
Donors and most particularly large donors
are expecting gains in efficiencies.
Joan Chambers (Blake, Cassels & Graydon
LLP, for CBCF): One in eight Canadian
women will develop breast cancer and
nearly one in two Canadians is expected
to get cancer. I call that a cancer crisis.
Governments alone can't fund everything
that needs to be done. Health charities
play a large role in this
— without them we
would be lost. e time has come for chari-
ties to work together to find more efficient
and effective ways to use donor dollars with
maximum impact in the fight.
LEXPERT: It's interesting that a private-
equity and M&A specialist was recruited
to Chair CCS. Why did you get involved?
Robert Lawrie: Most, if not all, of my pre-
decessors as Chair had come up through
the volunteer ranks. I was an outsider with
no experience with the charity, beyond
knowing the daffodil was its symbol, and
although I hated cancer as much as the next
guy, my attraction was to remake a vener-
able institution that was running deficits
and losing relevance.
LEXPERT: How did this amalgamation
come about?
Lawrie: I met Lynne Hudson [then-CEO
of the CBCF] for the first time in mid-May
2016 at a conference sponsored by CIBC. I
attended mainly to meet her. I invited her
to lunch. Lynne was experienced in corpo-
rate and not-for-profit restructuring, and
CCS needed her skills. I began our meeting
A Good Crisis
essentially as a job interview: I was recruit-
ing her to become the CCS CEO. It was
quickly apparent she would become our
top candidate, so we moved from the pro-
saic to the potential of an amalgamation.
We talked about the start she had made
on restructuring CBCF — the job wasn't
finished — and how supportive her board
had been in changing her charity's gover-
nance and operations. Her achievements
were my goals: we needed to strengthen
our board with corporate-style directors
with skills in governance, fundraising and
communications. CBCF had already done
that. We needed to change our member-
ship structure to ensure our grassroots vol-
unteers were heard, but not solely directing
our charity. CCS previously struggled with
11 different organizations — 10 provinces
and a national office — each with its own
administration and CRA charitable status,
we knew we had to consolidate. CBCF had
already done that. Interestingly, the kind
of directors we were recruiting also, would
only be interested in a skills-based struc-
ture. In less than a week, the two charities
had agreed on a non-disclosure agreement.
Chambers: ese two charities collabo-
rated on various breast cancer initiatives in
the past and were well known to each oth-
er. When Lynne brought this to the
CBCF
board, it mobilized quickly to explore the
opportunity. Both charities took the time
that was needed for due diligence and to
understand the impact and potential of
this consolidation. At the end of the day, I
couldn't think of a better fit to strengthen
the fight against all cancers.
LEXPERT: What efficiencies have been cre-
ated by reorganizing and amalgamating?
Chambers: While the concept of operating
as a united nationwide organization wasn't
new for
CCS at the time of the merger with
CBCF, the process of integrating CCS's
The Canadian Cancer Society was facing a serious shortfall. So dedicated lawyers took action INTERVIEW BY GENA SMITH
Robert
Lawrie
Chair,
Canadian
Cancer
Society
Marc
Généreux
McMillan LLP
(for Canadian
Cancer Society)
ON THE DEAL
With donations in freefall, and soaring administrative costs, a crisis was afoot for the
Canadian Cancer Society (CCS). One solution: an unprecedented amalgamation with
Vancouver-based Canadian Breast Cancer Foundation (CBCF), which was completed on
February 1, 2017. Here's how the Chair and external counsel — all volunteers with per-
sonal connections to the cause — got the job done.
Joan
Chambers
Blake,
Cassels &
Graydon LLP
(for Canadian
Breast Cancer
Foundation)
